Washington, DC:
1625 Eye Street, NW
Washington, DC 20006


Heather L. Traeger


Heather Traeger is a partner in O’Melveny’s Washington, DC office and a member of the Financial Services Practice. Heather advises financial institutions on their regulatory and compliance obligations under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, and other federal and state laws and regulations affecting investment companies, advisers, and broker-dealers.

Prior to joining O’Melveny, Heather was Associate Counsel at the Investment Company Institute (ICI), where her work focused on regulation and legislation, including Dodd-Frank and other initiatives, that are transforming the oversight and operation of investment companies, advisers, and broker-dealers. She also coordinated ICI’s activity on “pay-to-play” regulatory initiatives concerning management of public plan assets. Previously, during nearly a decade at the Securities and Exchange Commission, Heather served in several positions, including Senior Counsel to Commissioner Roel Campos, Counsel to Commissioner Isaac Hunt, and Senior Counsel in the Division of Market Regulation (now Trading and Markets).

Professional Activities

Law Clerk, Honorable Margaret Garner Mirabal, Court of Appeals for the First District of Texas
Author, “New Client Relationships,” (Investment Adviser Regulation, A Step-by-Step Guide to Compliance and the Law, Third Edition, Practising Law Institute); “Supervisory Liability: The SEC’s Scrutiny and Support of Chief Compliance Officers: Part 2 of 2,” (April 2014, Investment Lawyer) (co-author); “Supervisory Liability: The SEC’s Scrutiny and Support of Chief Compliance Officers: Part 1 of 2,” (March 2014, Investment Lawyer) (co-author); “Trading And Brokerage For Asset Managers,” Course Material for Regulatory Compliance Association’s The Masters; Fellowship™ (Practice Readiness Fellowship™) curriculum (August 2013) (co-author); “Use Of Social Media In Private Fund Offerings: Perks, Perils, And Privacy,” (2013, 13 J. Bus. & Sec. L. 143) (co-author); “Compliance Issues for Establishing New Client Relationships: Part 2 of 2,” (May 2013, Investment Lawyer) (co-author); “Compliance Issues for Establishing New Client Relationships: Part 1 of 2,” (April 2013, Investment Lawyer) (co-author); “Democratizing Entrepreneurship: An Overview Of the Past, Present, and Future of Crowdfunding,” (February 2013, Securities Law Daily) (co-author); “Understanding and Complying with New SEC Rules and Regimes,” (2013 Edition, SEC Compliance Best Practices, Aspatore Book); “The ‘End User’ Exception to the Mandatory Clearing of Swaps,” (October 2012, Westlaw Journal Derivatives); “Fixed Income Markets in 2012,” (June 2012, The Review of Securities & Commodities); “Assessing the Future of the Dodd-Frank Act,” (February 2012, Law.com); and numerous firm “Client Alerts”
Faculty, CCO University, Regulatory Compliance Association; Operation HOPE, Banking on Our Future
Speaker, Various panels including for Investment Adviser Association, Investment Company Institute, IA Compliance, Regulatory Compliance Association, Practising Law Institute, Knowledge Congress, NRS Investment Adviser Certified Compliance Professional (IACCP) program, and U.S. Securities and Exchange Commission.
Member, Board of Editors, Investment Lawyer; Texas State Society, Board of Directors; Women’s White Collar Defense Association; Women in Housing and Finance

University of Houston, J.D., 1997

Williams College, B.A., 1993

District of Columbia; Texas

SEC Issues Guidance on Application of Custody Rule to SPVs & Escrows (Financial Services)

VC Fund Adviser Agrees to Disgorge Fees in SEC Pay-to-Play Case (Financial Services)

Private Fund Adviser Charged with Retaliation after Principal Trade Violations (Financial Services)

Private Equity Firms Affected by SEC Broker-Dealer Letter (Investment Funds)

SEC No-Action Letter Relieves M&A Brokers from Registration Requirements (Financial Services)

SEC Liberalizes Rule 3c-5 Definition of “Knowledgeable Employee” for Private Funds (Financial Services)

SEC Liberalizes Rule 3c-5 Definition of “Knowledgeable Employee” for Private Funds (Financial Services)

SEC Offers Guidance on Beneficial Ownership “Look Through” (Financial Services)

American Bankers Association Files First Legal Challenge to the Volcker Rule (Financial Services)

FINRA Proposes Funding Portal Rules under the JOBS Act (Financial Services)

SEC Proposes JOBS Act Crowdfunding Rules (Capital Markets)

SEC Settlements Highlight Importance of Custody Rule Compliance (Financial Services)

SEC Issues “Failure to Supervise” Guidance for Compliance and Legal Personnel (Financial Services)

U.S. and Non-U.S. Fund Advisers Targeted in SEC Short Selling Cases (Financial Services)

SEC Issues Custody Rule Guidance For Advisers Holding Privately Offered Securities (Financial Services)

SEC Enhances Oversight of Non-U.S. Advisers Through Cooperation Arrangements (Financial Services)

Implications of Revisions to Regulation D for Private Fund Advisers (Financial Services)

SEC Eliminates Ban on Advertising Private Investment Offerings (Financial Services)

SEC Emphasizes Exemptive Order Compliance (Financial Services)

SEC and CFTC Adopt Identity Theft Rules That Affect Advisers (Financial Services) 

SEC Staff Raises Broker-Dealer Registration Issues for Private Fund Advisers (Financial Services)

SEC Brings Enforcement Actions Against Private Fund Advisers (Financial Services)

Private Fund Advisers Should Evaluate Compliance With Custody Rule (Financial Services)

Advisers Should Evaluate Compliance with Custody Rule Following SEC Risk Alert and Investor Bulletin (Financial Services)

SEC Staff Publishes FAQs Regarding the Exemption from Broker-Dealer Registration in Title II of the JOBS Act (Financial Services)

Private Fund Managers Must Renew CPO and CTA Exemptions by March 1 (Financial Services)

Deadlines Approach for Certain SEC and CFTC-Regulated Entities that Manage Private Funds or Commodity Pools (Financial Services)

Reporting Deadline Approaches for Certain Private Fund Advisers (Financial Services)

The SEC Discusses Hedge Fund Enforcement Priorities (Financial Services)

Fund of Funds Receive Temporary Relief from CPO Registration (Financial Services)

SEC’s 2013 Examination Priorities for Investment Advisers (Financial Services)

The SEC Proceeds With Strategy For Examining Newly Registered Private Fund Advisers (Financial Services)

The End-User Exception to the Mandatory Clearing of Swaps (Financial Services)

Implications of the SEC’s Proposed Revisions to Regulation D for Fund Advisers (Financial Services)

NFA to Amend Eligibility and Proficiency Requirements for Swaps (Financial Services)

CFTC Issues FAQs Regarding Registration for CPOs and CTAs (Financial Services)

Swap Product Definitions Finalized: Compliance Dates Set (Financial Services)

SEC Staff Updates Guidance Regarding Form PF (July 2012)(Financial Services)

SEC Staff Guidance Regarding Form PF (Financial Services)

SEC Extends Compliance Date for Third-Party Solicitor Provisions of “Pay-to-Play” Rule (Financial Services)

JOBS Act Removes Restrictions on Public Offerings of Hedge and Private Equity Funds (Investment Funds and Securitization)

SEC Issues FAQs for Exempt Reporting Advisers Regarding Form ADV Disclosures for General Partners or Similar Special Purpose Entities (Financial Services)

SEC Staff Reminds Broker-Dealers and Investment Advisers to Maintain Policies and Procedures That Detect and Discourage Unauthorized Trading (Financial Services)

The Commodity Futures Trading Commission Adopts Final Rule Significantly Limiting Registration Exemptions for Private Funds and Registered Investment Companies Operating Commodity Pools (Financial Services)

SEC Revises Thresholds Allowing Investment Advisers to Charge Performance Fees but Grandfathers Existing Relationships (Financial Services)

SEC Staff Issues No-Action Letter Setting Forth Conditions Related to Registration of Special Purpose Vehicles and Related Investment Advisers (Financial Services)

SEC Office of Compliance Inspections and Examinations Issues Risk Alert on Investment Adviser Use of Social Media (Financial Services)

SEC Adopts Revised “Accredited Investor” Standard (Corporate Finance/ Capital Markets)

The Commodity Futures Trading Commission Adopts Final Rule Regarding Position Limits (Financial Services)

SEC and CFTC Vote to Adopt Reporting Requirement for Private Funds (Financial Services)